Transactions by BALL CORP (BLL) in the last 6 months

Announced 02/19/15

9.11B for Rexam PLC

Merger/Acquisition

Ball Corporation (NYSE:BLL) reached an agreement to acquire Rexam plc (LSE:REX) for $6.9 billion in cash and stock on February 19, 2015. As part of the consideration, Ball pays £4.07 ($6.26) per share for each Rexam share in cash and will issue 0.04568 Ball share for each Rexam share. Upon completion of the offer, Rexam shareholders will hold new Ball shares representing approximately 19% of Ball share capital. As part of the transaction, Ball Corporation will pay £372 ... million ($472.47 million) as break fee to Rexam being 7% of the consideration in certain circumstances related to the Long Stop Date. The deal will be funded from the proceeds of a £3.3 billion ($5.08 billion) bridge term loan facility entered into by Ball and arranged by Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Inc., Goldman Sachs Bank USA, Keybanc Capital Markets Inc., RBS Securities Inc. and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch. The deal has been unanimously recommended by the Board of Directors of Ball and Rexam to its shareholders, it is subject to approval of majority of Rexam shareholders, Ball shareholders, regulatory approval, European Commission clearance, United States Hart-Scott-Rodino clearance and Brazilian CADE clearance. The deal is expected to close in the first half of 2016. As of February 19, 2015, the offer price in cash has risen from $6.10 per share to $6.35 per share for each Rexam share. As on April 7, 2015, Ball Corporation received a request for additional information, or a "second request," from the United States Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the Federal Trade Commission's review of Ball's recommended offer to acquire Rexam PLC. This is second request from Federal Trade Commission. Ball will also pay in the event of termination £129 million ($198.5 milllion) in the event that on or prior to the Shareholder Approval Long Stop Date and £43 million ($66.17 million) in the event that on or prior to the Shareholder Approval Long Stop. The European Commission will decide whether it will clear the acquisition by July 20, 2015. On July 20, 2015, European Commission initiated Phase II review of the transaction. All necessary regulatory clearances are expected to be obtained during the first half of 2016. As of July 28, 2015, Ball Shareholders approved the issuance of approximately 32.3 million new Ball shares as partial consideration.
David Wyles, Pieter-Jan Bouten, Glenn Tilles and Douglas Jackson of Greenhill & Co., Inc. (NYSE:GHL), Richard Sheppard and Niall Cullinane of Deutsche Bank AG (London) and Peter Brundage, Nimesh Khiroya and Kevin Guidotti of Goldman, Sachs & Co. acted as financial advisors and Charles W. Mulaney, Shilpi Gupta, Michael E. Hatchard, Scott C. Hopkins, Tim Sanders, Hal Hicks, Seth E. Jacobson, Clive Wells, Joseph M. Yaffe, Helena J. Derbyshire and Lynn M. McGovern of Skadden, Arps, Slate, Meagher & Flom, L.L.P and Axinn, Veltrop & Harkrider LLP acted as legal advisors to Ball. Ravi Gupta, Yuri Shakhmin and Nick Ivey of Rothschild Inc., Richard Taylor, Andrew Owens and Asim Mullick of Barclays Bank PLC, Stuart Field and Lewis Burnett of Credit Suisse Group AG and Jonathan Bewes and Peter Luck of Merrill Lynch International acted as financial advisors and Julian Long, David Sonter, Mitchell Presser, Doug Bacon and Sarah Murphy, alongside antitrust partners John Davies, Martin McElwee, Paul Yde and Thomas Ensign of Freshfields Bruckhaus Deringer LLP acted as legal advisor to Rexam. Richard Mountain and Andrew Lorenz of FTI Consulting acted PR advisor to Ball. Martin Robinson, Katharine Wynne and Andrew Grant of Tulchan Communications LLP acted as PR advisor to Rexam. Goldman Sachs International acted as financial advisor for Ball Corporation. John Boyce, Claire Jeffs and Jordan Ellison of Slaughter and May acted as legal advisor to Ball Corporation. Nick Benham, Will Pearce, John H. Butler, Aaron Ferner, and Rashna Bhojwani of Davis Polk & Wardwell LLP acted as legal advisors to Greenhill. The currency conversion was made through www.oanda.com on February 19, 2015.Read More

BLL's price was unchanged after the transaction was announced on 02/19/15.

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